Macy’s settles proxy fight with activist Arkhouse, adds two of the firm’s nominees as directors

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Macy’s flagship store in Herald Square in New York, Dec. 23, 2021.
Scott Mlyn | CNBC

Macy’s on Wednesday said it settled its proxy fight with real estate investor Arkhouse, appointing two of the firm’s nominees to its 15-person board.

Ric Clark and Rick Markee will join Macy’s board effective immediately. They’ll be part of the committee that’s in charge of overseeing and evaluating Arkhouse’s bid to take the department store private and making recommendations to the board on its acquisition proposal. 

“The appointment of Clark and Markee to the Board and the Finance Committee, which is tasked with reviewing our proposal and any alternative transactions, will ensure that our discussions continue to be constructive and that our proposal is treated seriously and expeditiously,” Arkhouse managing partners Jonathon Blackwell and Gavriel Kahane said. “We appreciate the Board’s engagement and look forward to working with them to unlock shareholder value.”

Clark has spent nearly 40 years in the real estate industry and previously served as chairman and CEO of Brookfield Property Group, Brookfield Property Partners and Brookfield Office Properties. Markee brings retail chops to Macy’s board: He previously served as the CEO of Vitamin Shoppe and currently sits on the board of discount retailer Five Below.

Macy’s shares fell slightly in intraday trading Wednesday.

The reshuffle comes as Arkhouse makes strides in its efforts to take the 165-year-old department store private, a deal that Macy’s had previously resisted. 

The department store has provided the Arkhouse-led investor group with confidential business information as the two sides continue to negotiate the terms of a possible sale. 

“The Board is open-minded about the best path to create shareholder value and is committed to continuing to take actions that it believes are in the best interests of the Company and all Macy’s, Inc. shareholders,” Macy’s said in a statement. 

Arkhouse first submitted an offer to take the retailer private in 2023. The investor, which is working in concert with Brigade Management, has since increased its offer multiple times. The investment-firm-turned-activist then launched a proxy fight at the company in February, putting up a nine-director slate.

The storied retailer has struggled to hold on to its market share as it faces increased competition from retailers like TJX Companies, the owner of TJ Maxx, and Target. Department stores have had to work harder to differentiate themselves and entice customers as brands move away from wholesalers and work to drive sales through their own website and stores. 

Macy’s said in February that it would close around 150 of its roughly 500 stores, just weeks after CEO Tony Spring stepped into the top job, and has laid off thousands of workers in recent years. 

Real estate interest

Macy’s has attracted activist attention before. Starboard Value, a well-established investor in the space, took a position in the retailer in 2015, only to sell it off two years later after a potential acquisition fizzled.

Arkhouse’s bid differs from past engagements at the company. The real estate investor seeks to take the company private, remove it from the rigors of the public market and monetize its real estate assets. 

During a meeting with JPMorgan retail analysts, Arkhouse said it views Macy’s as a “real estate company with an Adjacent Retail Business” because it thinks the department store’s owned real estate is worth more than the current enterprise value of the company, according to a March research note. 

“The key distinction stated in Arkhouse’s thesis is to run the organization as a real estate operator with a focus on improving the fundamental creditworthiness of Macy’s as a tenant driven by EBITDA dollar growth as a private company,” the research note stated. 

“To be clear, Arkhouse does not believe in selling Macy’s real estate assets in short order, but intends to own the assets and monetize on the real estate via financing (not outright asset sales) to provide cash for shareholder returns or for business reinvestments.”

In a subsequent meeting with Macy’s brass, CEO Tony Spring disagreed with Arkhouse’s view. 

“We do not believe we are a real estate company first and that all decisions should be looked at through the prism of real estate,” Spring said, according to a JPMorgan research note. 

The company believes its current turnaround plan will accelerate same-store sales growth and overtime, get the Macy’s store fleet into a healthier position for long-term growth.  

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